Exhibit 4.26
MELLON FUNDING CORPORATION, ISSUER
AND
MELLON FINANCIAL CORPORATION,
GUARANTOR
TO
JPMORGAN TRUST COMPANY, N.A. FORMERLY KNOWN
AS
BANK ONE TRUST COMPANY, N.A., TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
Dated as of March 5, 2004
Second Supplemental Indenture, dated
as of March 5, 2004 among Mellon Funding Corporation, a corporation
duly organized and existing under the laws of the Commonwealth of
Pennsylvania having its principal executive office at One Mellon
Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (herein
called the “Company”), Mellon Financial Corporation, a
corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania having its principal executive office
at One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania
15258 (herein called the “Guarantor”), and JPMorgan
Trust Company, N.A., formerly known as Bank One Trust Company,
N.A., a national banking association duly organized and existing
under the laws of the United States of America having its principal
corporate office at One North State Street, 9
th
Floor, Chicago,
Illinois 60602, as Trustee (herein called the
“Trustee”).
RECITALS
The Company and the Guarantor have
heretofore executed and delivered to the Trustee a certain
indenture, dated as of June 12, 2000 (herein called the
“Indenture”), and the First Supplemental Indenture,
dated as of April 30, 2001 (herein called the “First
Supplemental Indenture”), pursuant to which one or more
series of unsecured subordinated debentures, notes or other
evidences of indebtedness of the Company guaranteed on a
subordinated basis by the Guarantor (herein called the
“Securities”) may be issued from time to time by the
Company. All capitalized terms used in this Second Supplemental
Indenture which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
The Company and the Guarantor desire
and have requested the Trustee to join with them in the execution
and delivery of this Second Supplemental Indenture for the purpose
of amending the Indenture to provide for acceptance of appointment
by a successor trustee whose Corporate Trust Office is located in
California.
Section 1001(7) of the Indenture
provides that a Supplemental Indenture may be entered into by the
Company, the Guarantor and the Trustee without the consent of any
Holders to evidence and provide for the acceptance of appointment
by a successor Trustee.
The Company has furnished the
Trustee with (i) an Opinion of Counsel stating that the execution
of the Second Supplemental Indenture is authorized or permitted by
the Indenture and (ii) Officers’ Certificates and an Opinion
of Counsel each stating that all conditions precedent provided for
in the Indenture with respect to this Second Supplemental Indenture
have been complied with.
All things necessary to make this
Second Supplemental Indenture a valid agreement of the
Company,
